US$250000000 Grupo Famsa, SAB De CV
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OFFERING CIRCULAR This image cannot currently be displayed. U.S.$250,000,000 Grupo Famsa, S.A.B. de C.V. 7.250% Senior Notes due 2020 We are offering U.S.$250,000,000 aggregate principal amount of our 7.250% Senior Notes due 2020. We will pay interest on the notes on June 1 and December 1 of each year. The first interest payment will be made on December 1, 2013. The notes will mature on June 1, 2020. At our option, we may redeem the notes, in whole or in part, on or after June 1, 2017 at the redemption prices set forth in this offering circular, plus accrued and unpaid interest to the date of redemption. Prior to June 1, 2017, we may redeem the notes, in whole or in part, by paying the principal amount of the notes, plus the applicable “make-whole” premium and accrued and unpaid interest. Prior to June 1, 2016 we may also redeem up to 35% of the notes with the proceeds of certain equity offerings. See “Description of Notes—Optional Redemption.” In addition, in the event of certain changes in the Mexican withholding tax treatment relating to payments on the notes, we may redeem all (but not less than all) of the notes at 100.0% of their principal amount, plus accrued and unpaid interest. There is no sinking fund for the notes. The notes will be our senior unsecured general obligations. The notes will be unconditionally guaranteed by certain of our subsidiaries, jointly and severally, on a senior unsecured basis. The notes and guarantees will rank equally in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness and senior to all of our and the subsidiary guarantors’ existing and future subordinated indebtedness, subject to certain statutory preferences under Mexican law. The notes and guarantees will be structurally subordinated to the indebtedness and trade payables of our non-guarantor subsidiaries. The notes will effectively rank junior in right of payment to all of our and the subsidiary guarantors’ secured indebtedness to the extent of the value of the assets securing such indebtedness. We have launched a cash tender offer (the “Tender Offer”) for any and all of our U.S.$200,000,000 aggregate principal amount of 11.0% senior notes due 2015 (the “Senior Notes due 2015”) validly tendered and accepted by us on or before June 12, 2013 and a consent solicitation to, among other things, eliminate most of the restrictive covenants and certain of the events of default contained in the indenture governing the Senior Notes due 2015 and to shorten the minimum notice period to holders required for a redemption from thirty days to six business days prior to the redemption date (with an additional minimum notice of three business days to the Trustee) (the “Consent Solicitation”). We intend to use the net proceeds from this offering (i) to pay the consideration for the Tender Offer and Consent Solicitation and accrued and unpaid interest on the Senior Notes due 2015, (ii) to redeem any Senior Notes due 2015 that are not purchased under the Tender Offer and Consent Solicitation in accordance with the terms of the indenture governing the Senior Notes due 2015, as amended following the Consent Solicitation, if applicable, (iii) to pay fees and expenses incurred in connection with the Tender Offer and Consent Solicitation, and (iv) to the extent any proceeds remain, for general corporate purposes. The Tender Offer and Consent Solicitation are not being made pursuant to this offering circular. The closing of the Tender Offer and Consent Solicitation is contingent upon the closing of this offering. No public market currently exists for the notes. Application has been made for the listing particulars to be approved by the Irish Stock Exchange and to admit the notes to listing on the Official List of the Irish Stock Exchange and to trading on the Global Exchange Market. This Offering Memorandum constitutes a Listing Particulars for the purposes of listing on the Official List of the Global Exchange Market. Investing in the notes involves risks. See “Risk Factors” beginning on page 19. Price: 99.325% plus accrued interest, if any, from May 31, 2013. Delivery of the notes in book-entry form will be made on or about May 31, 2013. THE NOTES HAVE NOT BEEN AND WILL NOT BE REGISTERED WITH THE NATIONAL SECURITIES REGISTRY (REGISTRO NACIONAL DE VALORES) MAINTAINED BY THE MEXICAN NATIONAL BANKING AND SECURITIES COMMISSION (COMISION NACIONAL BANCARIA Y DE VALORES, OR CNBV), AND MAY NOT BE OFFERED OR SOLD PUBLICLY, OR OTHERWISE BE THE SUBJECT OF BROKERAGE ACTIVITIES, IN MEXICO, EXCEPT PURSUANT TO A PRIVATE PLACEMENT EXEMPTION SET FORTH UNDER ARTICLE 8 OF THE LEY DEL MERCADO DE VALORES, AS AMENDED (THE “MEXICAN SECURITIES MARKET LAW”). AS REQUIRED UNDER THE MEXICAN SECURITIES MARKET LAW, WE WILL NOTIFY THE CNBV OF THE OFFERING OF THE NOTES OUTSIDE OF MEXICO. SUCH NOTICE WILL BE DELIVERED TO THE CNBV TO COMPLY WITH A LEGAL REQUIREMENT AND FOR INFORMATION PURPOSES ONLY. THE DELIVERY TO, AND THE RECEIPT BY, THE CNBV OF SUCH NOTICE, DO NOT CONSTITUTE OR IMPLY ANY CERTIFICATION AS TO THE INVESTMENT QUALITY OF THE NOTES, OUR SOLVENCY, LIQUIDITY OR CREDIT QUALITY OR THE ACCURACY OR COMPLETENESS OF THE INFORMATION PROVIDED IN THIS OFFERING CIRCULAR. THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR IS EXCLUSIVELY THE RESPONSIBILITY OF THE COMPANY AND HAS NOT BEEN REVIEWED OR AUTHORIZED BY THE CNBV. THE ACQUISITION OF THE NOTES BY AN INVESTOR WHO IS A RESIDENT OF MEXICO WILL BE MADE UNDER ITS OWN RESPONSIBILITY. ________________________________________ The notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”). The notes may not be offered or sold within the United States or to U.S. persons, except to qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A and to non-U.S. persons in offshore transactions in reliance on Regulation S. You are hereby notified that sellers of the notes may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For certain restrictions on the transfer of the notes, see “Notice to Investors.” Credit Suisse Citigroup The date of this offering circular is October 23, 2013. ________________________ TABLE OF CONTENTS Page Page Notice to New Hampshire Residents ....................... iii Our Management .................................................. 106 Notice to Prospective Investors in the United Principal Shareholders .......................................... 112 Kingdom ........................................................... iii Related Party Transactions ................................... 113 Notice to Prospective Investors in the EEA ............. iii Description of Notes ............................................. 115 Available Information .............................................. iv Book-Entry; Delivery and Form ........................... 167 Service of Process and Enforcement of Civil Notice to Investors ................................................ 177 Liabilities ........................................................... v Plan of Distribution .............................................. 180 Disclosure Regarding Forward-Looking Notice to Canadian Investors ................................ 185 Statements ........................................................ vi General Information ............................................. 187 Presentation of Financial and Other Information .... vii Legal Matters ........................................................ 188 Terms Used in This Offering Circular ...................... x Independent Accountants ..................................... 188 Summary................................................................... 1 Index to Consolidated and Combined Financial Risk Factors ............................................................ 19 Statements ..................................................... F-1 Use of Proceeds ...................................................... 39 Exhibit A: Income Statement and Balance Sheet Exchange Rates ...................................................... 40 Data and Financial Statements as of March Capitalization .......................................................... 41 31, 2013 and December 31, 2012 and for the Selected Consolidated Financial Information ......... 42 Three Months Ended March 31, 2013 and Management’s Discussion and Analysis of 2012 ............................................................... A-1 Financial Condition and Results of Operations ....................................................... 46 Our Business ........................................................... 64 ________________________ You should rely only on the information contained in this offering circular. Neither we nor the initial purchasers have authorized any other person to provide you with information that is different from or additional to that contained in this offering circular. If anyone provides you with different or inconsistent information, you should not rely on it. We are not, and the initial purchasers are not, making an offer to sell or seeking offers to buy the notes in any jurisdiction where the offer or sale is not permitted. The information in this offering circular may only be accurate as of the date of this offering circular. We are relying on an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. The notes are subject to restrictions